When I Think About Your Eyes
by Charlss
Summary: Chloe, Max and Kate return from a vacation to a deserted Arcadia Bay. Kind of inspired by In Cauda Venenum by The Dear Hunter (go have a listen if you fancy it) Kind of a Chloe x Max x Kate AU Hoping to do a few chapters of this but I'll see how this one goes first!
1. Chapter 1

Max's head rested against the window of Chloe's truck, the small vibrations of the engine lulled her into a peaceful sleep. A mess of blonde hair and pale skin nestled into the crook of Max's neck with a protective arm wrapped around their shoulders. Kate was just as tired if not more so than Max. The road trip to Portland had only lasted a few days, however it was enough running around to tire both the girls to the point of not being able to keep their eyes open. Chloe's eyes were heavy and dark but focused on the road ahead. It had been her idea to get out of Arcadia Bay for a few days and to head over to Portland, She'd mentioned the trip to both Max and Kate numerous times and finally found the excuse to go. The right hand window was open just enough to let a slight breeze into the truck causing strands of Chloe's hair to brush across her face.  
Chloe looked over at the sleeping mess to her left, the orange light from the sun over the horizon brushed illuminated the girl's delicate skin making Chloe wanting to brush her hand across their cheeks.

Returning her focus to the road the truck came to a stop at the edge of the road overlooking Arcadia Bay. "Max.. Kate.. I think somethings wrong" Chloe leaned over to gently nudge the waking girls. Max rubbed her eyes groaning quietly as the sun hit her eyes. "What is it?" she asked in a husky just-woken-up voice. Kate hadn't woken yet, obviously the trip had tired her out way more than the other two who seemed to be more used to late nights and midnight snacks on the beach. Chloe turned to look out of the window of her truck, Max followed her gaze. "Oh shit." Max's usual breathy exclamation escaped a little louder than intended waking Kate in the process. No more needed to be said as Kate looked up.

Dark smoke erupted from various places across Arcadia Bay, even from the road above the town it was clear that the streets were a lot quieter than usual, too quiet to be right.

"Something's wrong." A serious undertone to Chloe's voice that Max had only ever heard once.  
Before a reply could be made Chloe pushed the truck into gear and started towards the town at a quicker pace than she had previously been traveling. Kate gripped to the red and black material of Max's flannel shirt, a clear sign that she felt concerned and unsafe. Max lifted her arm and placed it over Kate placing her hand between rates shoulders and rubbing small circles across the nape of her neck in an attempt to soothe the worried girl.

The Drive through Arcadia Bay was quiet, no cars on the roads, no one in the two-whales diner. As peaceful as it was the town was unusually quiet and that wasn't a good sign.

The truck ground to a halt on the driveway of Chloe's house. The blue haired girl calmly clambered out of the truck and started for the front door, soon followed by Max and Kate. The white paint that covered the door was chipped and discoloured from the number of times it had been slammed and the years it had sat in the same place. The door was slightly ajar as Chloe placed her hand upon the cracked paintwork and gave the door a gentle push.

The homely smell from within the house reminded the girls of Joyce's cooking in the mornings when they'd stay together. The silence of the house carried a feeling of unease causing Kate to shiver and shuffle closer to Max wrapping her fingers around her bicep causing her red flannel shirt to crease.  
Max looked across to the girl clinging to her left arm for dear life "It's okay" she mouthed under her breath "I Promise" giving Kate a reassuring smile.

"Mom?" Chloe's rough voice echoed around the hallway as she began moving further forward to investigate, the living room looked like a bomb had hit it. Shards of broken glass spread across the floor waiting for an unfortunate victim to step on them. The sliding door to the back of the hose was wide open allowing a warm breeze to flow through the house, Max moved closer to the door to investigate the back garden, who knows, maybe Joyce and David were in the back enjoying the lack of rain. However Max had no such luck. "C-Chloe are you sure they haven't gone away somewhere while we were gone?" Kate's voice was quiet a clear sign that she was trying to reassure herself that there was a simple explanation. "They wouldn't do that, they wouldn't leave without at least calling me" Chloe snapped her voice breaking at the sudden possibility of them leaving her behind. "They wouldn't" She repeated herself, almost as if convincing herself.  
"I'm sorry Kate, I didn't mean to snap at you like that" Chloe's eyes filled with guilt as she wrapped her arms around Kate in a protecting cocoon and kissed the shorter girls forehead.

"But even if Joyce and David have gone on a vacation or something, what about everyone else?" Max's voice filled the room with an air of uncertainty.

"I really don't know Max. But we should go to bed, we've had a long day I'm sure we can work this out tomorrow" Chloe gestured for the girls to go ahead before turning and entering the garage door. Davids Gun rack was still full besides a handgun. Chloe didn't know how to unlock the case so instead took to breaking the glass with a nearby hammer and pulling out the remaining handgun just in case.  
When she arrived upstairs, after ensuring all the doors were locked, both Max and Kate were tangled together on her bed fast asleep leaving minimal room for Chloe. she giggled softly under her breath before taking up her place on the edge of the bed next to the bundle of limbs, wrapping her arm around as much as she could with the handgun safely tucked away under the pillow.


	2. Chapter 2

Kate's eyes opened, her vision blurry from sleep. Max was facing her still fast asleep with her arm loosely draped over Kate's body, gently removing the limb from her body she rolled over to look at the blinking red numbers on Chloe's alarm clock- 3:37am. With a sigh Kate pushed her head back onto the pillow and staring at the ceiling. The ceiling was an off white colour, even in the bad lighting of the early morning Kate could see how Chloe's smoking habit had caused the colours to distort. It was the only part of Chloe's room that didn't contain at least one poster or some piece of graffiti, the walls on the other hand were splattered with words and images "Just Gotta Let Go' was written in large letters above the bed. There wasn't a part of this room that Kate hadn't memorised. She could tell anyone about Chloe's room in depth right down to the cigarette burns on the desk by the window from where Chloe often miss her ash tray when stubbing out whatever she was smoking. As much as Kate loved Chloe she could never get her head around the smoking or the pot. Although the smell of both had become a welcome smell to her due to Chloe's habits.

Kate's mind drifted back to the day that she stood on top of Blackwell Academy ready to take her life, She couldn't help but remember it vividly. The rain drops pouring down her face, the slight vertigo when she looked down at the wet concrete waiting for her to jump. But she also couldn't help remembering how Max had come up to the roof and told her she cared, and talked her out of that place in her head. The thought struck her that without Max she wouldn't have been here, she never would have fallen in love the way she did.

' _Come to me, all you who are weary and burdened, and I will give you rest'_

 _-Matthew 11:28_

Although it wasn't Kate's faith that saved her she still believed someone was looking out for her, otherwise she wouldn't have found Max, or Chloe for that matter. Kate hadn't realised that small tears were falling from her eyes, one obviously managed to wake the sleeping Max.

Max let out a groan as she rubbed her eyes with the heel of her hand making Kate suddenly very aware of the state she'd got herself in. "Marshmallow? You okay?" The way Max called her Marshmallow made Kate's stomach come to life with butterflies. "Yes, of course. Why wouldn't I be?" Although the girls reply was confident she refused to look at Max who was now fully awake and aware that obviously the girl next to her wasn't okay.

Max softly placed her hand on Kate's thin shoulder- just enough to get her full attention. Glistening eyes turned to face Max, an obvious sign that tears had been shed recently. "What's going on Kate? Are you okay?" Max's voice was heavily laced with concern towards the smaller girl.

"Yeah, I'm okay. Just- just thinking about that day up on the roof and how if you hadn't saved me I wouldn't be here now. And I wouldn't be happy now. I just want you to know how grateful I am- and how much I love you, Max. Both of you." se gestured to the mess of blue hair on the other side of the bed. Max pulled Kate into her arms and held her as close as she could without them merging into one being. "It's okay, sweetie. We're always going to be here for you, I promise." She placed a kiss on the side of the girls head and moved back to look at her with a half sympathetic half loving smile painted on her face.

It'd been just over an hour since Kate last looked at the time. There was still enough time left for them to both catch some more sleep before they would be investigating Arcadia Bay probably to find out that nothing is wrong and they were imagining it all. Max pulled Kate closer bringing the smaller girls head into her neck as they drifted into sleep.

It'd been a little over 10 minutes when a deafening chirping filled the street causing all 3 girls to jolt awake. "What the fuck is going on?" Chloe was groggy after being woken so suddenly "What is that?" Her question was swiftly answered by Max who was now poking her head through the curtains, "It's your truck alarm" Chloe groaned as she pulled herself out of the bed tugging her boots onto her feet and sliding the gun into the back of her jeans, the cold metal causing her to shiver. "I'll be back in a sec" She checked her pockets for her keys and left the room.

The journey to the front door was quiet, the silence only being broken when Chloe began unlocking the door and removing her keys from the right pocket of her jeans.

The button clicked as the now fully awake Chloe silenced the alarm.

There were no other sounds in the street now, nothing but the slight breeze, the cod air caused goosebumps to stand up across Chloe's skin.

"Is everything okay out here?" Max's soft voice broke through the silence, Chloe nodded without saying a word and began walking forward towards the road. "Chloe what are you doing?" Max's voice was now a whispered shout. "Just checking something out, I think I can hear something"

"Hurry up, Chloe it's kinda cold out here" Max shivered as the breeze swept across her body.

Chloe's boots crunched against the small stones on the concrete.

A shadowed figure, only highlighted by the streetlights further back, stumbled towards the now very confused girl. "Are you alright? You look like you need to lay off the drink, buddy" the girls call to the approaching body was met by only silence and the dragging of his feet. Chloe took a few steps back, "Max, go inside with Kate. I'm just gonna see if this guy needs any help, he doesn't look too good" Max's eyes skimmed up and down Chloe's face trying to read her expression, was she concerned for her or for the guy in the street? Chloe began moving away from Max, once again walking around the back of the faded red truck and down the street. Disobeying what had previously been asked of her Max closely followed Chloe after giving Kate the signal to go indoors.

Max grabbed onto Chloe's arm and tugged lightly "Chloe, something doesn't seem right. Yesterday we didn't see a single person anywhere and now this guy appears out of nowhere?" Her voice was just loud enough for Chloe to hear. By this time Chloe had stopped walking and turned to look at Max, She lifted up the back of her shirt slowly to show Max the pistol in an attempt to calm her nerves. "Chloe what the fuck are you doing with a gun?" Max's voice escalated in volume alongside her levels of anxiety. Max had never been the same around guns since seeing Chloe get shot clean through the forehead. She played out the scene in her head every time she saw a gun, she saw Chloe fall backwards in half regular speed, the perfect red hole in the middle of her forehead as she fell to the ground.

Chloe's hand on her shoulder brought Max away from her fear induced fantasy. "It's okay, you have your rewind power if anything goes wrong right Max?" Chloe's lips tightened into a smile as she returned her attention to the ever approaching figure before Max could respond.

The silhouette came into focus as it stepped under one of the spotlights lining the street.

It was only now the girls were able to see the man before them. His skin was pale and translucent allowing black veins to draw a map of dark lines across his face and neck. Dark, bloodshot eyes stared at the girls. There was a lifeless quality to the mans eyes that made the girls feel uneasy.

His body slumped to one side as if carrying an extreme weight on his right shoulder. "C-Chloe. I think something's wrong" Max tried hard to stop her voice from quivering as she spoke. Chloe nodded slightly, reaching for the base of her spine and grasping the cold handle of the gun, using her left arm as both a guide and a barrier between Max and whatever it was that stood before them. "Stay there. Don't come any closer. What the fuck happened to you?" Her voice didn't falter but Max could tell Chloe was afraid her body was rigid and leant forward slightly, her knuckles were white from gripping the handle of the gun.

Bent at the knees, Chloe's slim legs started stepping backwards forcing Max to copy the action. Chloe stopped suddenly and turned her head so she could see Max out of the corner of her eye, not wanting to take her eyes away from the obviously unhealthy man in front of them. "Max, he's stopped walking" The smaller girl peered around the lanky body that stood in her way to take a look. "hmm.. that's curious" Max looked up at Chloe who showed no signs of relaxing, Max was almost grateful for that fact.

Chloe moved forward, once again calling out "Hey man, everything alright?" Chloe had barely finished her sentence and the attention of the man had shifted from the floor to Chloe and Max. His empty eyes glared at them once more as his head ticked over to one side almost mechanically as if working out what had just been said. With a forced grunt he started sprinting at the girls, Chloe simultaneously pushed Max to the left behind the truck and pulled the gun out of her waistband firing 3 shots into the mans chest. "S-Shit. Max, fuck Max I'm sorry are you okay?" Chloe turned and crouched to tend to Max on the floor "Yeah I'm fine. More to the point are you okay? you just shot someone, Chloe" Max's voice was rough and concerned "Yeah, I think so, I mean- I don't know. My body just kinda moved on it's own" Chloe placed her hand on her forehead as if wishing away a head ache. The unused adrenaline cause Chloe to feel dizzy and unstable. "What the- Chloe" Max's eyes grew wide staring at an unknown object behind the blue haired girl. Chloe turned on her heels, still crouched.

The man that should have been dead on the floor was clambering to his feet clumsily. Chloe grasped for the gun at her side, fumbling with it in her hands. Another shot echoed through the empty street followed by a dull thump as the body hit the floor like a rag doll for the second time. This time the bullet landed in his forehead, blood ran down the slope of the driveway. "This better be some kind of sick joke." Chloe got to her feet pulling Max up with her "C'mon let's get inside, I don't know what the fuck is going on in this town but that shit aint normal" Chloe ushered Max into the door as Kate began trying to see what was going on outside. Chloe instinctively covered Kate's eyes "Don't look Katie, you don't want to see that okay?" Chloe ushered the girls back inside firmly locking the door behind them.


	3. Chapter 3

Max and Kate disappeared upstairs into Chloe's bedroom, their footsteps fading further out of Chloe's earshot. The blue haired girl sunk to the floor against the door holding her head in her hands. "What the fuck is this?" She whispered so only her ears could pick up on the sound. The gun fell to the floor besides Chloe with a heavy thump. She replayed the past 10 minutes over and over in her head- the dull crack as the mans head hit the pavement echoed in her thoughts. "I-I shot someone" hot tears rolled over her pale skin.  
Max stood halfway down the stairs, Chloe had been so deep in thought she failed to notice the younger girl had been watching her the whole time.  
"Chloe? Are you ok?" Max's voice was soft in an attempt to sooth the girl on the floor. Max descended a few more steps to the bottom of the staircase treading gently as to not disturb Chloe too much. The younger girl gently placed herself on the floor next to Chloe, instinctively placing her hand on the back of Chloe's neck, her skin was warm to touch but soft as always. Max fingers repeatedly traced small circles below the girls hairline to calm her. "Where's Kate? Is she okay?" Chloe's voice was coated with panic "Don't worry she's asleep in your bed, she's safe now okay?" Max leaned to look at Chloe's worry stricken eyes "Trust me" Chloe's eyes softened, a sure sign she knew she wasn't going to win. Max knew Chloe too well; they'd been friends since they were kids they knew each other like the back of their hands. Chloe knew she'd always loved Max deep down; she never knew that one day she'd find out the feeling was mutual.  
Chloe's breathing slowed eventually until her breath fell in time with the fingers brushing against her skin. Chloe's head fell to one side, her ear fell to Max's neck allowing her to listen to the pulse of the smaller girl- claiming her further, allowing her to fall into a light sleep.

Kate awoke the following morning to an empty bed and the duvet strewn across the bed leaving her pale feet exposed to the morning air. She rubbed her eyes with the palms of her hands causing what seemed to be stars to appear in her vision, Kate smiled to herself at the thought of containing the night sky within her head. It was a comforting thought, something that Kate find hard to come by even now, even after Max saved her from jumping to her death that day on Blackwell's roof.

 _The rain beat down on the roof of Blackwell Academy, raindrops ricocheted off of every surface like small bullets. The rain was cold against Kate's pale skin as she stood at the edge of the roof. The concrete below her looked to be welcoming her, the intrusive thoughts racing around her brain willed her to jump, slowly pushing her. Kate was fully aware of the many sets of eyes looking at her from the grass below, and the many cameras pointing in her direction, could she not just die in peace? The pale girl hung her leg over the edge of the building, ready to jump. But before she was able to let go a soft voice cut through the silence. A voice Kate knew all too well, a shiver ran down her spine as Max Caulfield's voice resonated through her ear canals. "Kate, you don't have to do this you know? It's going to get better I promise." Max's voice was shaky but still clear and comforting. Kate looked over her shoulder at Max, she stood in the middle of the roof her clothes saturated with rain. 'she came up here to stop me' Kate thought to herself, taking a stand against the thoughts that dared her to step off of the edge. "Max what are you doing up here? How did you even get up here?" Kate was oddly surprised by Max's presence on the roof, she hadn't seen anyone move below her. "Look Kate, I care about you, I'm sorry I haven't shown you that as much as I should have but I never realised you felt this badly. Kate please. Let me help you now, I'm here for you now." Max took a step closer to Kate who was also beginning to shuffle away from the ledge. "It's okay Katie, I've got you." Max reached her arms out towards Kate as if to embrace her, Kate stepped off of the ledge back onto the roof before collapsing into Max who caught the pale girl before wrapping her jacket around her shoulders. Max's jacket was warm and homely, the smell of her perfume invaded Kate's nose causing her to relax into Max as she ushered them both into the warmth of Blackwell._

Kate wrapped her arms around herself to stop herself coming apart due to the memory of that day. She shook her head and proceeded to stand up from the edge of the bed. Her clothes the same as yesterday, the small girl made her way to the top of the stairs.  
At the bottom of the stairs against the front door Chloe lay across Max's lap, Max's hand still tangled amongst blue hair. The girl's chests rose and sunk in almost perfect synchronisation. A smile grew across Kate's lips and for a single moment she almost forgot the events of the night before. Kate shook her head to rid herself of the memories and began to descend the stairs.

Kate's pale skin met Max's warm hand as she gently woke the sleeping girl.  
Max's eyes opened slowly, taking time to adjust to the change in light. "Hey sleepy." Kate chirped with a smile of which Max returned in a half dazed state. "Sorry we didn't come up Katie." Max's voice was hoarse from sleeping "No, no it's okay Maxy I understand. How is she?" Kate tilted her head to look at the still sleeping Chloe who still lay across Max's legs. "I'm not sure, last night was rough on her. It was rough on us all." A hint of regret fell from the girl's lips as she though back to the previous night, her eyes became empty and blank as she remembered the dull thud of the body hitting the concrete. Kate could see the remembrance in Max's eyes, Kate's thumb met the dry skin of Max's lips "It's okay now, promise" The soft voice broke max out of her trance like state, only now did she realise how close Kate's lips were to hers. Max scanned Kate's lips with her eyes, her lips were considerably darker than the rest of her skin- small crevices like tiny rivers mark her dark lips. Before Max could realise what was happening Kate's lips were upon hers. Although her lips seemed rough at first glance they were pleasantly soft against Max's own. Max's hand slid up the side of Kate's face and curled into her hair. The kiss was sweet and short lived although it felt like their lips would permanently be fused together.  
"You guys getting all loved up without me?" the final third of the relationship was now awake and aware. The two younger girls tilted their heads to look at the older blue haired girl who lay across Max's legs underneath their kiss. "Are you feeling left out?" Kate smirked. It was very rare for anyone to see this side of Kate who was usually so reserved and quiet, this playful side of Kate made Max and Chloe fall even more in love with her. "I am actually!" Chloe gently pulled the girls by the back of their necks until her lips met their foreheads respectively. "I hate to be the one to ruin the moment" Max started "But I don't think we can forget about what happened last night. We need to work out what the hell is going on."

The blue butterfly in Max's lap silently agreed with a nod before pulling herself up off of the floor and peering through the window at the top of the door. The body from the previous night hadn't moved, "Well it certainly wasn't a dream" Chloe's face fell. Max Jumped to her feet "Hey, it's okay. You did what you had to. Whatever that is out there certainly isn't normal" Max was now holding Chloe's hand peering through the bottom of the window, her legs too small to allow her to see properly. "we need to find out what the fucks going on here" Chloe turned to face Kate followed swiftly by Max "I suggest we get in the truck and scout out the town, we can't stay here and wait to find out what this is." The blue haired girl pulled her car keys from her pocket and gave a questioning glance in the direction of the other two girls, the gesture was answered with a short nod.

The body from the previous night still lay to the side of the truck, Chloe has escorted Kate around the truck so she didn't have to see it. The truck was cold, condensation clung to the inside of the windows causing the girls quick get away to become more of a stroll. The truck roared to life and the heaters did their best to clear the windows just enough so Chloe could see where she was going. Once a Chloe sized hole had been cut through the foggy glaze the truck began to move in the direction of the bay. The drive into town was filled with silence, only to be broken by Chloe turning the trucks radio on, gritty guitar and trashy drums filled the car causing the girls to jump at the sheer volume. "Shit, sorry!" Chloe quickly twisted the volume knob to lower the amount of sound vibrating through the car, "Max pick something to put on." Chloe handed max a small folder full to the brim of CD's 'Now I know why Chloe has no money' Max thought to herself. Max removed the current Cd and replaced it with one of her choosing- the much calmer acoustic guitar of Crosses by José González swept through the truck reducing the tension within the vehicle.

The truck ground to a halt outside of the Two Whales Diner, up to this point the girls had seen no one on their way into town. Chloe leapt from the car and started for the door, Max attempted to get out alongside Chloe but found herself staying in the car with Kate; at this point none of them knew what was going to happen, it was best to stay put and watch Chloe's back. Chloe pushed the door and was granted entry without even trying, she turned to look at Max and Kate who remained in the truck and gave them a shrug before entering the diner. The diner was empty and only lit by the sun, making the back of the diner hard for Chloe to see. The blue haired girl made her way further into the diner, treading lightly, the eerie silence of the building making her uneasy. The cold metal surfaces of the kitchen gleamed as if only being cleaned a few hours ago, a clatter from one of the back rooms made Chloe jump before deciding to investigate the sound- her hand rested on the gun still tucked safely away in her jeans as she rounded the corner, only to be met by Joyce.

Chloe had been gone for only 10 minutes before a scream erupted from the diner "What the fu-" Max stopped and looked at Kate in the back of the truck "Fudge…" Kate let a little smirk escape at Max's clumsiness. The girls jumped from the truck and headed for the diner, once inside the girls saw no sign of Chloe and ran through to the kitchen to find Chloe on the floor crawling backwards as if running from something. "Chloe what is it? Chloe?" Max had no idea what was going on and couldn't get a response, all Chloe could muster was a shake of the head. Before Max had a chance to try again her question was answered- no words needed. In the door way to the staff room stood Joyce, but it wasn't Joyce. Her eyes were milky white and glazed over, her skin was translucent and veiny, the small blue rivers running under her skin now completely visible to the naked eye. "Oh shit, Chloe. Chloe c'mon we need to get out of here. Now!" Max offered her hand to Chloe who was still on the floor with her back to the metallic cupboards of the kitchen counter, her eyes were wide with both shock and horror at the sight of her mother. Max tried to avoid looking at Joyce but found herself glancing to make sure she kept her distance. Small growls escaped Joyce's mouth like a feral dog. Kate stood just outside of the kitchen watching through the service window, she gripped the cross that hung from her neck and whispered a small prayer to herself, squeezing her eyes shut to avoid looking at whatever was happening in front of her. Max grabbed Chloe's arm and attempted to drag her and Kate away from the kitchen, only getting as far as the inner door itself before Chloe fell to the floor again. Joyce moved slowly, following them at a distance but nevertheless following them. "Mom? What the hell happened to you?" A sting of sadness stained Chloe's words, the blue haired girl pulled herself to her feet before taking a few steps towards what used to be her mother. She reached out a hand towards Joyce's face as if checking she were real. Before any of the three could react Joyce had bitten into Chloe's forearm, latching herself onto the flesh before pulling her head back tearing a large chunk from Chloe's arm. Chloe let out a shriek and pulled her arm away "What the fuck is this?!"  
Before allowing the scene to unfold further Max held her hand out and began to rewind. The images of Chloe's flesh being torn from the bone played out backwards as Max began to rewind. A surge of energy rushed through Max as she rewound further and further to the point of Chloe falling to the floor of the diner for the second time. "Come on Chloe we need to get out of here, now. I've seen what happens- I don't want to see it again" Chloe looked at Max with a questioning look, Max wasn't sure if she was able to tell Chloe what she'd just seen. Chloe was too busy listening to Max to notice Joyce getting closer, before long the vacant body of her parent almost ran towards the girls. Before Max or Kate could react a gunshot shook the airwaves of the Diner. A high pitched buzz stung in Max's ear, as she grabbed the side of her head she'd realised that the shot had come from the left of her, only Chloe was on her left. Max turned to see Chloe still sat on the floor with Joyce's body draped over her, her arms still outstretched and shaking.


End file.
